As approved 1-26-2017
BYLAWS
of
The Santa Cruz County Republican Central Committee
Santa Cruz County, California
PREAMBLE
The Santa Cruz County Republican Central Committee hereby adopts these Bylaws as the Rules for the composition and actions of the Santa Cruz County Republican Central Committee, the election of officers, and the management and operation of the Santa Cruz County Central Committee.
ARTICLE I
Name, Purpose & Duties
Section 1.
a. The name of the organization shall be the "Santa Cruz County Republican Party hereinafter referred to as the "County Party."
b. The name of the governing body of the County Party shall be the "Santa Cruz County Republican Central Committee," hereinafter referred to as the "Central Committee" or "Committee."
c. The County Party is a sovereign political organization, which is voluntarily affiliated with the California Republican Party and the Republican National Committee.
Section 2.
The Central Committee exists for the purpose of conducting the business of the County Party of Santa Cruz County.
Section 3.
The Central Committee shall perform such activities as are deemed by the Committee to be necessary or proper to elect Republicans to public office.
ARTICLE II
Objectives & Powers
Section 1. The Objectives of the County Party shall be:
a. To register citizens as Republican voters and to assist and encourage all Republicans to vote in every election;
b. To campaign for the election of Republican candidates for public offices, and to work for the appointment of Republicans to appointive governmental positions;
c. To maintain an effective, intelligent, aggressive, and permanent Republican campaign organization in Santa Cruz County;
d. To participate in the development of the principles and platforms of the Republican Party;
e. To serve as liaison between Republicans in Santa Cruz County and both the California Republican Party and the Republican National Committee;
f. To recognize and assist Republican volunteer organizations in Santa Cruz County;
g. To bring new volunteers into Republican Party politics and provide an opportunity for them to find political expression and recognition;
h. To recruit competent Republican candidates to run for public office, and to train future leaders for service in local, state and federal government;
i. To promote patriotism among the citizens of Santa Cruz County;
j. To advance the cause of good government at all levels; and
k. To support such other issues as the Central Committee deems partisan.
Section 2:
a. The Central Committee shall have the power to further the objectives of the County Party in accordance with these Bylaws through all legal means, including, but not limited to, the solicitation and expenditure of funds.
b. The Central Committee shall have the power to take the following actions only with the approval of a majority of those members voting at a meeting of the County Central Committee:
1. To donate funds to local Republican candidates or campaigns;
2. To purchase, buy, lease, or otherwise acquire real estate and other property, and to construct, erect, maintain and remove improvements thereon, and to sell, mortgage, hypothecate, exchange, trade or otherwise dispose of any real estate or other property, improved or unimproved;
3. To approve non-budgeted general operating expenditures in excess of $2,000; or
4. To use the name of the County party or County Central Committee in an endorsement for any candidate for partisan office (except in a contested Republican Primary) or ballot measure.
c. The County Central Committee shall not endorse any candidate in a contested Republican Party election, except in the following manner and under these circumstances:
1. Notice of the proposed action is given at least five days in advance of the Central Committee meeting to all persons entitled to vote;
2. A hearing is held and the candidates affected are given an opportunity to appear;
3. A candidate receives a two-thirds (2/3) majority vote of the voting members present and voting; and
4. All other Republican County Central Committees that have jurisdiction over the affected election district concur with the endorsement, and the action is in compliance with the provisions of subdivisions (1) through (3) of this subsection.
d. No individuals, committees, nor other organizations shall have power to make expenditures or incur liabilities on behalf of the County Party or the County Central Committee without prior authorization of the County Central Committee. Unauthorized expenses and liabilities shall be the sole responsibility of the individuals, committees and/or other organizations, which incurred them.
e. The Committee shall indemnify and hold harmless its Officers and Members from any monetary judgment, fine or penalty, resulting from any acts or omissions of the Officers or Members, excepting intentional, grossly reckless or grossly negligent acts or omissions, arising from any official act of the Officer or Member on behalf of the Committee.
ARTICLE III
Membership
Section 1.
The Members of the Central Committee (herein collectively referred to as "Members"). To qualify as a member of the Santa Cruz County Republican Central Committee a regular member must be registered to vote as Republican for one year or more and legally reside in Santa Cruz County. Members shall be divided into four categories of membership. A person may only serve as a voting Member of the Committee in one category of membership. The four categories are as follows:
a. Regular Members shall be defined as those members of the County party elected to the County Central Committee by the voters in the direct primary election that coincides with the election to nominate the Republican candidate for President. The elected Regular Member’s term shall commence at the Organizational Meeting that is conducted in January following the Presidential election. Members of the County Party who are appointed by the Central Committee to fill the vacancies created by the vacancy of a Regular Member shall also be defined as "Regular Members".
b. Ex-officio Members shall be defined as the Republican receiving the most votes in the top two statewide primary election for the Assembly, the California State Senate, or the United States House of Representatives, provided their respective districts include some portion of Santa Cruz County. Republican nominees and incumbents for the following offices shall also be Ex-officio Members if they reside in Santa Cruz County:
Governor
Lieutenant Governor
Secretary of State
Controller
Treasurer
Attorney General
Member of the State Board of Equalization
United States Senator from California
Ex-Officio Members shall have all the rights, privileges, and responsibilities of Regular Members. If a Regular Member of the Committee qualifies to serve as an Ex-Officio Member of the Committee, their seat as a Regular Member shall be deemed vacant.
c. Alternate Members - Any Alternate Member must be approved by a majority vote of the Central Committee at a valid meeting of the Central Committee before they are seated and allowed to vote. The proposed Alternate’s name shall be submitted in writing to the Secretary of the Committee, and at the next scheduled meeting of the Committee, the members will vote to approve the Alternate; and if approved, the Alternate will be sworn in by the Chair, Registrar, or any other individual as set forth in the California Election Code duly authorized to swear in Members of the Central Committee, and seated and allowed to vote.
(i) Regular Members and Ex-officio Members may appoint an Alternate to serve in their absence. Alternates must be registered Republicans from their respective Member’s District. Alternates shall be approved by an affirmative majority vote of the Central Committee. The only exceptions are Alternates to incumbents.
(ii) In the absence of the appointing Member, Alternates may enjoy the rights and privileges of a Regular Member, make motions and vote, only if written approval therefor is filed with the Central Committee Secretary by the appointing Member.
(iii) Alternates of Ex-officio members, once appointed and approved by the Central Committee, shall have the rights and privileges of Ex-officio members when the Ex-Officio they represent is absent.
(iv) If the Regular Member or Ex-officio Member, whom the Alternate represents, ceases to be a member of the Central Committee for any reason, the Alternate shall cease to serve on the Central Committee.
(v) Regular Members & Ex-officio Members must submit their recommended alternate’s name in writing to the Secretary of the Central Committee.
(vi) An individual may serve as an alternate for more than one Regular or Ex-officio Member but may only do so for one Member at any given County Central Committee meeting.
d. Associate Members
(i) The Presidents or Chairs of the following recognized Republican Organizations in Santa Cruz County shall automatically be Associate Members of the Central Committee:
Santa Cruz County Republican Women;
Any official Santa Cruz County college Republican organization;
and any other local Republican organization recognized in the future.
(ii) Associate member vacancies shall be filled by the recognized Republican Organizations, with a recommendation of appointment sent to the Secretary of the Central Committee for formal approval by a majority vote of the Central Committee.
(iii) Associate members shall not have the right to vote at Central Committee Meetings.
ARTICLE IV
Vacancies & Removals
Section 1.
Any member desiring to resign from the Central Committee shall submit a written resignation to the Secretary, who shall present it to the Executive Committee for acceptance.
Section 2.
A vacancy occurring in the Regular Membership shall be filled by a successor chosen from the same Supervisorial District as the former member. The new member shall be nominated by any regular central committee member and must receive the approval of a majority vote of the Central Committee to become a member.
Section 3.
a. Any regular member who misses two (2) regularly scheduled meetings within a twelve month period, and who is not represented at such meetings by an alternate as set forth in this document in Article III, Section 1c, shall be removed unless the absences are excused by the chair.
b. The Central Committee may remove any regular, alternate, or associate member, who affiliates with or registers as a member of another political party while serving on the Central Committee; or who gives public support or avows public preference for a candidate of another political party, or a candidate who is opposed to a candidate nominated by the Republican Party, by a majority vote of those present at a regular meeting or a special meeting called for that purpose.
c. The Central Committee may remove or censure any regular member who, during their term of membership, violates the Committee’s bylaws, discloses confidential Committee financial information, intentionally causes embarrassment to the Committee or engages in inappropriate conduct. To remove or censure a regular member of the Committee, a written complaint signed by at least five (5) Members must be transmitted to the Chairman, who shall refer it to the Executive Committee for evaluation. The Chairman shall notify the accused and solicit rebuttal documentation for review. If the Executive Committee recommends removal or
censure of the member, that recommendation shall be forwarded for action at a closed session of the Committee at its next regularly scheduled meeting. A two-thirds vote of the members present and voting shall be required for the removal of a member. A majority vote of the members present and voting shall be required for the censure of a member.
d. A majority vote of members at a regular meeting shall terminate the membership of an alternate or associate member. Such termination may be without specific cause.
e. Without the prior approval of a majority of the voting members of the Central Committee, no issue-based materials may be displayed at any Central Committee-sponsored table, booth, event or other function, with the exception of literature of candidates endorsed by the Central Committee. The Central Committee may remove any regular, alternate, or associate member who, without written authority from the Committee, appears at an event, function, or a sanctioned place of the Committee and begins to distribute materials, flyers, or other information (oral or written) on an issue or event that has not been approved for presentation or distribution by the Committee.
f. Automatic resignation- Failure to maintain a residence in the Supervisorial District from which a member was appointed or elected, shall constitute that member’s automatic resignation from the Central Committee.
ARTICLE V
Financial Matters
Section 1.
Contributions by Members - It is expected that each Regular Member and Alternate shall make a voluntary contribution to the Central Committee operating budget. Any contribution made shall be non-refundable.
Section 2.
Annual General Operating Budget – The Central Committee shall adopt a General Operating Budget each January. The General Operating Budget shall include anticipated revenues and expenditures related to the local political activities and programs, contracted staffing, and the operating of the headquarters. The General Operating Budget shall not include special program funding or expenditures as outlined in Section 3. below.
Section 3.
Special Program Funding and Expenditures – The Santa Cruz County Republican Central Committee may engage in targeted, regional or statewide partisan races. The Executive Committee shall have the authority to make all decisions with regard to such expenditures so long as the revenues are funded independent of the General Operating Budget. Any such expenditure is deemed to be budgeted by the Committee. Contributions to a candidate or a campaign per the terms of this Section shall not be considered an endorsement by the Committee. Any such targeted, regional or statewide revenues and expenditures shall be disclosed to the Committee in closed session at its next Regular meeting. To ensure proper reporting and compliance with campaign finance laws, the Treasurer, with concurrence of the Chair, may engage outside legal and accounting professionals to assist with the compliance and reporting process. Any authority granted to the Executive Committee in this Section may be suspended by a two thirds (2/3) vote of the Members of the Committee at a Regular meeting.
Section 4.
Financial Reporting – Financial Reports consisting of a Profit & Loss statement and a Balance Sheet shall be provided to the Committee at each Regular Meeting. The detailed reporting of individual expenditures for the prior period shall be provided in a binder and available for review during the meeting, but not distributed. The reporting of contributions shall only detail those contributions greater than $10,000 that are received from a donor who resides outside of Santa Cruz County.
The Treasurer shall establish prudent and reasonable procedures for the expenditure of funds from the accounts of the Committee, in compliance with applicable laws. Upon reasonable notice, the financial records of the Committee shall be available for review by a Member but must be kept confidential and shall not be disclosed to any non-Member except to the extent that such information is first reported in any required public filings.
Section 5.
Future Financial Commitments – No Officer of the Committee may enter into a financial commitment greater than $2,500 that extends past the term of the current Committee unless it is approved in advance by a majority vote of the Committee. Any such financial commitment that is approved by the Committee must be fully funded prior to the end of the term.
ARTICLE VI
Officers
Section 1.
The officers of the Central Committee shall be Chair, Vice-Chair, Secretary, and Treasurer. Officers shall perform the duties prescribed in these bylaws (see Article VII) and by parliamentary authority adopted by the Central Committee.
Section 2.
a. At the regular meeting held before November of a Presidential Election year, a Nominating Committee of five (5) members, one member from each Supervisorial District (unless one or more districts have no representation) shall be appointed by the Chair of the Central Committee.
b. It shall be the duty of this committee to nominate candidates for the offices to be filled at the Organizational meeting to take place at the first regular meeting following the Election’s Certification by the County Registrar.
c. The Nominating Committee shall report to all officers and members-elect in writing at least ten (10) days prior to the following January "Organizational Meeting."
d. Before the election at the Organizational meeting in January, additional nominations from the floor shall be permitted.
Section 3.
a. The officers shall be elected by a majority vote of those present at the Organizational Meeting, to serve a Four-year term or to serve until their successors are elected.
b. No Member shall hold more than one Committee office at a time.
c. Any officer may be removed for cause by a two-thirds (2/3) vote of the members duly serving on Central Committee at a regular meeting or at a special meeting called for that specific purpose.
d. In the event any office is vacated, other than the office of the Chair, the nominating committee will meet and recommend a replacement officer for that office to be filled by a majority vote of the membership present and voting at the next succeeding regular meeting after the vacancy occurs. In the event the Chair is vacated, then the Vice-Chair shall immediately become the Chair. The nominating committee shall immediately meet to recommend a replacement for the Vice Chair office to be filled by a majority vote of the membership present and voting at the next succeeding regular meeting.
ARTICLE VII
Duties of Officers
Section 1.
a. Chair: It shall be the duty of the Chair to preside at all meetings of the Central Committee; to perform all usual and customary duties of the office (Section 46, Robert’s Rules of Order, Newly Revised or latest edition); to appoint all committees and parliamentarian, and others as the Chair deems appropriate.
b. Vice-Chair: It shall be the duty of the Vice-Chair to assist the Chair with the Chair’s assigned duties; and to assume the Chair’s duties and responsibilities in the absence or resignation of the Chair.
c. Secretary: It shall be the duty of the Secretary to record the proceedings of the Central Committee, to oversee correspondence dictated by the Central Committee, and to be the custodian of its records, except the Treasure’s records; and to perform such other duties as required by the Chair of the Executive Committee.
d. Treasurer: It shall be the duty of the Treasurer to have custody of all funds of the Central Committee; to make disbursements of such funds upon written order of the Chair or as approved in the minutes of the meetings of the Central Committee; and to comply with the provisions of the law requiring reports of any and all expenditures, including but not limited to campaign expenditures.
ARTICLE VIII
Meetings
Section 1.
a. Six regular meetings of the Central Committee shall be held annually, at a location to be properly noticed with the agenda unless otherwise ordered by the Central Committee, or by the Executive Committee.
b. Notice of all regular meetings, including precise location and an agenda will be e-mailed to all members by the Secretary three (3) days in advance.
Section 2.
Organizational Meeting: As specified in the State Election Code (ref. 5), an organizational meeting shall be for the purpose of administering the oath of office to the elected members, electing officers, presenting the audit, and handling any other business that may arise.
Section 3.
Special meetings may be called by the Chair or by the Executive Committee and may be called upon the written request being sent to the Secretary in writing of a majority of the Members of the Central Committee. The purpose and place of the meeting shall be stated in the call. Except in the case of an emergency, at least three (3) days written (or electronic) notice shall be given by the Secretary. Only business stated in the Call for the meeting may be conducted.
Section 4.
a. A majority of the Regular Members of the Central Committee constitutes a quorum. Once established, the quorum shall be considered established until the meeting is adjourned. Meeting attendance via telephone conference, video, audio or Internet link will all be counted towards a quorum.
b. Proxy voting shall not be permitted.
ARTICLE IX
The Executive Committee
Section 1.
a. The Four (4) officers of the County Central Committee, and the immediate past Chair of the Central Committee shall constitute the Executive Committee. Alternates of Committee Members are not permitted to participate for their Members on the Executive Committee.
b. The Executive Committee shall have general supervision of the affairs of the Central Committee between its business meetings; may change the hour and place of meetings; may make recommendations to the Central Committee; and shall perform any and all other duties as needed to conduct the business of the Central Committee. The Executive Committee shall be subject to the orders of the County Central Committee, and none of its acts shall conflict with action taken by the County Central Committee.
c. Unless otherwise ordered by the Central Committee, regular meetings of the Executive Committee shall be held at the discretion of the Chair, and a meeting can be called by a majority of the Executive Committee members with written notice to the Chair. Telephonic meetings are permitted. The Chair is responsible for notice to all Executive Committee members for meetings.
1. A quorum of the Executive Committee will be a majority of the Executive Committee based on the number of voting members of the Executive Committee in place at the time of the meeting.
Section 2.
Any special authority, not covered in these bylaws, given by the Central Committee to the Executive Committee shall be reviewed and reaffirmed at each Organizational Meeting; otherwise the authority shall be temporary until such time as the authority can be reaffirmed by the Central Committee.
ARTICLE X
Committees
Section 1.
a. The following Committees are to be standing committees of the Central Committee:
1. Executive: (Set forth in Article IX of these bylaws).
2. Resolutions: The members of the Resolutions Committee shall consist of no more than 3 (three) Regular Members that are appointed by the Chair of the Central Committee.
(i). The Resolutions Committee shall meet as often as required to receive, consider and make recommendations upon proposed resolutions as submitted to the Central Committee as set forth in the Policy & Procedures of the Central Committee.
3. Financial Operations and Compliance: The members of the Financial Operations and Compliance Committee shall consist of no more than 3 (three) Regular Members that are appointed by the Chair of the Central Committee. At least 2 (two) of the Committee members shall have a business, financial, or legal background. The Treasurer may not serve on this Committee.
(i). The Financial Operations and Compliance Committee shall meet as often as required to review and monitor the Committees business practices and reporting procedures, and to make recommendations to ensure that such practices and procedures are prudent and in compliance with applicable laws
Section 2.
a. Other Committees- At the discretion of the Chair, other committees may be formed on an "ad hoc" basis or a permanent basis as deemed necessary to carry on the work of the Central Committee.
b. All committees & subcommittees not covered by the bylaws, or the policy & procedures of the Central Committee, and any special authority given to a committee or subcommittee by the Central Committee shall automatically terminate at each Organizational Meeting, unless reviewed and reaffirmed by majority vote of the Central Committee at this meeting.
Section 3.
With the exception of the Executive Committee, the Chair of the Central Committee shall serve as "Ex-officio" voting member of all committees set forth in these bylaws, ad hoc committees, standing committees, and any sub-committees of the Central Committee.
ARTICLE XI
Parliamentary Authority & Policies & Procedures
Section 1.
a. The order of which authority is herein accepted is as follows:
1. Bylaws
2. California Election Code
3. Robert’s Rules of Order, Newly Revised, shall govern the Central Committee in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
b. If any provision of these bylaws is contrary to the provisions of the California Elections Code, the California Elections Code shall govern. In all other instances, the provisions of these bylaws shall govern.
Section 2.
The Chair and the Executive committee may propose "Policy and Procedure Guidelines" to serve as a procedural guidelines for the Central Committee. These policies and procedures may be modified by the Executive Committee but must be approved by a majority vote of the Central Committee. The Policies & Procedures shall sunset with each Election Cycle of the Committee, unless they are re-affirmed by the newly established Committee at their Organizational Meeting.
ARTICLE XII
Temporary Suspension of Rules and Amendment of Bylaws
Section 1.
Temporary Suspension of Rules - Any standing rule or Bylaw of the Committee may be suspended temporarily by a two thirds (2/3) majority vote of the voting Members present at a Regular meeting or Special meeting where the proposed suspension is properly noticed; provided, however, that such temporary suspension shall apply only to the matter under immediate consideration, and in no case shall it extend beyond an adjournment.
Section 2.
Amendment of Bylaws - These bylaws may be amended at any regular meeting, or a special meeting called for such purpose, by a two-thirds (2/3) vote of the members present, provided that 1) the proposed amendment has been submitted in writing at the previous regular meeting: or 2)
the proposed amendment is being submitted by the Bylaws Committee, has been approved by a majority vote of that Committee and such proposed amendment has been distributed to the Committee Members at least 30 days prior to the meeting.
